Item 402(v) Pay Versus Performance
The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the compensation committee view the link between the Company’s performance and NEO pay, and the compensation committee does not utilize CAP (as defined below) as the basis for making compensation decisions. For additional information about our pay-for-performance philosophy and how we align executive compensation with Company performance, refer to "Compensation Discussion and Analysis" above.
Required Tabular Disclosure of Pay Versus Performance
The following table reports the compensation of our Principal Executive Officer, or PEO, which is the Chief Executive Officer, and the average compensation of the other non-PEO NEOs, or Non-PEO NEOs, as reported in the "2025 Summary Compensation Table" for the past four fiscal years, as well as Compensation Actually Paid, or CAP, as calculated under the SEC Pay-Versus-Performance disclosure requirements, together with certain performance measures required by the rules. We did not use any financial performance measure to link CAP to our NEOs to our company performance in the most recently completed fiscal year; accordingly, this disclosure does not present a Company-Selected Measure in the table below nor a Tabular List of our most important financial metrics. The compensation committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
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Value of Initial Fixed $100 Investment Based On: |
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Year |
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Summary Compensation Table Total for PEO ($)(1) |
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Compensation Actually Paid to PEO ($)(2) |
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Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) |
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Average Compensation Actually Paid to Non-PEO NEOs ($)(4) |
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Total Shareholder Return ($)(5) |
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Peer Group Total Shareholder Return ($)(6) |
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Net Loss (Thousands) ($)(7) |
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2025 |
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9,986,626 |
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13,475,891 |
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3,831,773 |
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5,162,323 |
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257.82 |
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119.85 |
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(212,184 |
) |
2024 |
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9,065,924 |
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8,673,485 |
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3,827,045 |
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4,301,978 |
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205.84 |
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90.52 |
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(109,357 |
) |
2023 |
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909,100 |
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5,226,012 |
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1,220,778 |
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1,915,148 |
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187.53 |
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91.78 |
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(76,429 |
) |
2022 |
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1,831,265 |
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1,183,878 |
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841,281 |
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690,939 |
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64.58 |
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88.48 |
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(46,827 |
) |
___________________
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2025 |
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2024 |
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2023 |
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2022 |
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Summary Compensation Total for PEO |
$ |
9,986,626 |
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$ |
9,065,924 |
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$ |
909,100 |
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$ |
1,831,265 |
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LESS: Grant date fair value of equity awards granted in the year indicated as reported in the SCT for such year |
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8,726,863 |
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7,931,661 |
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— |
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1,081,150 |
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ADD: Year-end fair value of equity awards granted in the year indicated that remained outstanding and unvested as of the end of such year |
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10,574,937 |
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7,053,758 |
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— |
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1,636,989 |
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ADD: Change in fair value of equity awards granted in years prior to the year indicated that were outstanding and unvested at the end of the year indicated (as compared to fair value at the end of the immediately prior year) |
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1,158,980 |
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110,243 |
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3,018,833 |
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(560,576 |
) |
ADD: Vesting-date fair value of equity awards granted during the year indicated that vested during such year |
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531,752 |
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672,472 |
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— |
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— |
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ADD: Change in fair value of equity awards granted in years prior to the year indicated that vested in the year indicated (fair value at vesting date as compared to the end of the immediately prior year) |
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(49,541 |
) |
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(297,251 |
) |
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1,298,079 |
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(642,650 |
) |
LESS: Fair value as of the end of the year prior to the year indicated of equity awards forfeited during the year indicated |
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— |
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— |
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— |
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— |
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Total Net Adjustments |
$ |
13,475,891 |
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$ |
8,673,485 |
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$ |
5,226,012 |
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$ |
1,183,878 |
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2025 |
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2024 |
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2023 |
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2022 |
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Average Summary Compensation Total for non-PEO NEOs |
$ |
3,831,773 |
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$ |
3,827,045 |
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$ |
1,220,778 |
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$ |
841,281 |
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LESS: Average grant date fair value of equity awards granted in the year indicated as reported in the SCT for such year for non-PEO NEOS |
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3,001,903 |
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1,549,321 |
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561,898 |
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291,082 |
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ADD: Average year-end fair value of equity awards granted in the year indicated that remained outstanding and unvested as of the end of such year for non-PEO NEOs |
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3,716,292 |
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2,525,993 |
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— |
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440,732 |
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ADD: Average change in fair value of equity awards granted in years prior to the year indicated that were outstanding and unvested at the end of the year indicated (as compared to fair value at the end of the immediately prior year) for non-PEO NEOs |
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455,084 |
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11,772 |
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945,504 |
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(155,015 |
) |
ADD: Average vesting-date fair value of equity awards granted during the year indicated that vested during such year for non-PEO NEOs |
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297,234 |
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102,383 |
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— |
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— |
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ADD: Average change in fair value of equity awards granted in years prior to the year indicated that vested in the year indicated (fair value at vesting date as compared to the end of the immediately prior year) for non-PEO NEOs |
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(136,157 |
) |
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(66,418 |
) |
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310,764 |
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(144,977 |
) |
LESS: Average fair value as of the end of the year prior to the year indicated of equity awards forfeited during the year indicated for non-PEO NEOs |
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— |
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549,476 |
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— |
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— |
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Total Net Adjustments |
$ |
5,162,323 |
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$ |
4,301,978 |
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$ |
1,915,148 |
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$ |
690,939 |
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2025 |
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2024 |
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2023 |
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2022 |
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Summary Compensation Total for PEO |
$ |
9,986,626 |
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$ |
9,065,924 |
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$ |
909,100 |
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$ |
1,831,265 |
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LESS: Grant date fair value of equity awards granted in the year indicated as reported in the SCT for such year |
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8,726,863 |
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7,931,661 |
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— |
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1,081,150 |
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ADD: Year-end fair value of equity awards granted in the year indicated that remained outstanding and unvested as of the end of such year |
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10,574,937 |
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7,053,758 |
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— |
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1,636,989 |
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ADD: Change in fair value of equity awards granted in years prior to the year indicated that were outstanding and unvested at the end of the year indicated (as compared to fair value at the end of the immediately prior year) |
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1,158,980 |
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110,243 |
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3,018,833 |
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(560,576 |
) |
ADD: Vesting-date fair value of equity awards granted during the year indicated that vested during such year |
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531,752 |
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672,472 |
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— |
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— |
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ADD: Change in fair value of equity awards granted in years prior to the year indicated that vested in the year indicated (fair value at vesting date as compared to the end of the immediately prior year) |
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(49,541 |
) |
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(297,251 |
) |
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1,298,079 |
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(642,650 |
) |
LESS: Fair value as of the end of the year prior to the year indicated of equity awards forfeited during the year indicated |
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— |
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— |
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— |
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— |
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Total Net Adjustments |
$ |
13,475,891 |
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$ |
8,673,485 |
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$ |
5,226,012 |
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$ |
1,183,878 |
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2025 |
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2024 |
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2023 |
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2022 |
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Average Summary Compensation Total for non-PEO NEOs |
$ |
3,831,773 |
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$ |
3,827,045 |
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$ |
1,220,778 |
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$ |
841,281 |
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LESS: Average grant date fair value of equity awards granted in the year indicated as reported in the SCT for such year for non-PEO NEOS |
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3,001,903 |
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1,549,321 |
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561,898 |
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291,082 |
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ADD: Average year-end fair value of equity awards granted in the year indicated that remained outstanding and unvested as of the end of such year for non-PEO NEOs |
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3,716,292 |
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2,525,993 |
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— |
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440,732 |
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ADD: Average change in fair value of equity awards granted in years prior to the year indicated that were outstanding and unvested at the end of the year indicated (as compared to fair value at the end of the immediately prior year) for non-PEO NEOs |
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455,084 |
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11,772 |
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945,504 |
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(155,015 |
) |
ADD: Average vesting-date fair value of equity awards granted during the year indicated that vested during such year for non-PEO NEOs |
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297,234 |
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102,383 |
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— |
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— |
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ADD: Average change in fair value of equity awards granted in years prior to the year indicated that vested in the year indicated (fair value at vesting date as compared to the end of the immediately prior year) for non-PEO NEOs |
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(136,157 |
) |
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(66,418 |
) |
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310,764 |
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(144,977 |
) |
LESS: Average fair value as of the end of the year prior to the year indicated of equity awards forfeited during the year indicated for non-PEO NEOs |
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— |
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549,476 |
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— |
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— |
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Total Net Adjustments |
$ |
5,162,323 |
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$ |
4,301,978 |
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$ |
1,915,148 |
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$ |
690,939 |
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Description of Relationship Between NEO Compensation Actually Paid and Company Total Shareholder Return, or TSR
As demonstrated by the following graph, the amount of CAP to the PEO, Dr. Quisel, and the average amount of CAP to the Company’s non-PEO NEOs as a group, is aligned with the Company’s cumulative TSR over the four years presented in the table. The alignment is due to the fact that a significant portion of CAP to Dr. Quisel and to the non-PEO NEOs is comprised of equity awards. As described in more detail in “Compensation Discussion and Analysis” above, the Company generally structures a significant portion of target compensation granted to the NEOs to be comprised of equity awards, and until December 31, 2023, all such equity awards consisted solely of stock options.
Description of Relationship Between NEO Compensation Actually Paid and Net Income/(Loss)
As demonstrated by the following graph, the amount of CAP to Dr. Quisel and the average amount of CAP to the non-PEO NEOs as a group is not aligned with the Company’s net loss over the four years presented in the table. We are a clinical-stage company with no products approved for commercial sale and we have not generated any revenue from product sales to date. Further, we expect to continue to incur significant research and development costs, and other expenses related to our clinical development programs and ongoing operations. Consequently, we have not historically looked to net loss as an appropriate performance measure for our executive compensation program.
Cumulative TSR of the Company and Cumulative TSR of the Peer Group
As demonstrated by the following graph, the Company’s cumulative TSR over the four-year period presented in the table was 157.8%, while the cumulative TSR of the peer group presented for this purpose, the Nasdaq Biotechnology Index, was 19.9% over the four years presented in the table. For more information regarding the Company’s performance and the companies that the Compensation Committee considers when determining compensation, refer to “Compensation Discussion and Analysis” above.
